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Green factor contract.pdfCONSULTING SERVICES AGREEMENT GREEN FACTOR SCORE SHEET THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated December 13, 2017, (the "Effective Date"), is by and between THOMAS RENGSTORF ASSOCIATES, INC ("Consultant"), WESTGATE VILLAGE, LLC ("Company"), and EDMONDS, WASHINGTON ("City"). RECITALS A. WHEREAS, Company owns or operates that certain real property located at 10026 Edmonds Way, Edmonds, WA 98020 (the `Building"); and B. WHEREAS, Company desires to engage Consultant to assist Company with achieving Green Factor at the Building and Consultant desires to accept such engagement upon the terms and conditions set forth herein; and C. , WHEREAS, City Green Factor Score 0.4 rating for the Building, which must be confirmed through third -party verification at Company's expense; and D. Consultant was selected by City as an independent contractor to provide this third -party verification; NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants contained herein, Consultant, Company and City hereby agree as follows: AGREEMENT 1. DESCRIPTION OF SERVICES. Consultant shall perform the services set forth on Sclicdulc I attached hereto to this Agreement (the "Services") to assist Company achieve Green Factor certification at an agreed upon level (the "Target Green Factor Score") for the Building in accordance with the specifications set forth herein as required by City. 2. CONSULTING FEES. Company shall pay Consultant the following fees (the "Consulting Fees") for the Services under this Agreement in accordance with the following: (a) Fixed Consulting Fee: Fixed consulting fees (the "Fixed Consulting Fee") are due and payable set forth on SCIMILIle 2 attached hereto to this Agreement. (b) Expenses: Company shall reimburse the Consultant for travel and other expenses incurred within thirty (30) days of receipt of an invoice therefor. 3. INDEMNIFICATION. Company shall indemnify, defend and hold harmless Consultant and City for, from and against any cost, loss, damage, expense, action or claim (including, but not limited to, reasonable attorneys' fees and all costs and expenses of litigation) resulting from (i) any breach of this Agreement by Company, or (ii) any willful misconduct or negligencd on the part of Company or its officers, employees, agents or representatives. Consultant shall indemnify, defend and hold harmless Company and City for, from and against any cost, loss, damage, expense, action or claim (including, but not limited to, reasonable attorneys' fees and all costs and expenses of litigation) suffered or incurred by Company resulting from (i) any breach of this Agreement by Consultant, or (ii) any willful misconduct or negligence on the part of Consultant or its officers, employees, agents or representatives. 4. COORPERATION AND ACCESS. Company and City agree to work cooperatively with Consultant and provide access to and information about the Building in order for Consultant to timely and completely perform the Services hereunder, such cooperation shall include, but not be limited to Company making its property manager and other contractors and/or employees available to assist Consultant with the application for the Target Lead Certification upon the request of Consultant. 5. FORCE MAJEURE. If any party is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement in any way because of matters outside such party's reasonable control, including, without limitation, fire, flood, storm, strike, lockout or other labor trouble, riot, war, rebellion, accident or other acts of God, or from other similar and dissimilar causes beyond the reasonable control of such party and which could not have been reasonably avoided by such party, then upon written notice to the other parties, the affected provisions or requirements of this Agreement shall be suspended during the period of such disability. 6. INDEPENDENT CONTRACTOR. Consultant and its subcontractors are independent contractors and nothing contained herein shall be deemed or construed to create any partnership or joint venture between the Company or the City and Consultant or its subcontractors or their employees or agents within the meaning of any federal, state or local law. Consultant shall be responsible for the payment of all taxes associated with the Services performed hereunder, including federal income and withholding taxes, social security taxes, workmen's compensation taxes and unemployment taxes. 7. PUBLICITY. Company hereby consents to Consultant's use of the Building's name and Company's name on Consultant's digital and printed marketing materials. Consultant shall, with Company's approval, be permitted to advertise its name and services on construction fencing for the duration of construction of the Building. 8. DURATION OF AGREEMENT. This Agreement shall be deemed to have commenced on the Effective Date and shall continue until the completion of Services unless otherwise terminated as provided herein. 9. DEFAULT; REMEDIES. In the event that any party defaults in its obligations hereunder, the non -defaulting party may seek to enforce this Agreement, may recover damages from the defaulting party or may terminate this Agreement, all at a non -defaulting party's election, provided that if a non -defaulting party elects to terminate the Agreement, it shall provide written notice of its intention to terminate and shall allow the defaulting party at least fifteen (15) business days to cure the default prior to such termination being effective. In the event any party finds it necessary to bring an action to enforce this Agreement, the prevailing party, in addition to any other relief which may be granted, shall be entitled to recover all reasonable and necessary costs incurred by the prevailing party in such action, including an award of reasonable attorneys' fees. 10. MISCELLANEOUS. 10.1 This Agreement and all matters collateral hereto, shall be governed by and construed in accordance with the laws of the State of Washington applicable to agreements made and to be performed entirely within the State of. Washington, without regard to Washington's conflicts of laws principles. 10.2 Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 10.3 This Agreement constitutes the complete agreement between the parties, supersedes any prior oral or written agreement between the parties concerning the subject matter, and acts to amend, superseding where inconsistent, any such prior agreement. 10.4 No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. 10.5 This Agreement may be modified, amended or waived only by a separate writing signed by Consultant, Company and City expressly so modifying, amending or waiving this Agreement. 10.6 No party may assign any of its rights or delegate any of its obligations without the prior, written consent of the other parties, which shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall inure to the benefit of each party and to each party's successors and assigns. 10.7 Any terms of this Agreement, which by their nature extend beyond the termination or expiration of this Agreement, remain in effect until fulfilled and apply to respective successors and assigns, including but not limited to the obligations of indemnity. 10.8 All notices shall be in writing and shall be deemed duly given on: (i) the date of personal or courier delivery; (ii) the date of transmission by telecopy or other electronic transmission service, provided a confirmation copy is also sent no later than the next business day by postage paid, return receipt requested, first-class mail; or (iii) three (3) business days after the date of deposit in the United States mail, by postage paid, return receipt requested first-class mail, addressed as follows: to Consultant: Thomas Rengstorf Associates, Inc 811 1 st Ave #615 Seattle, Washington 98104 Attn: Thomas Rengstorf To City: City of Edmonds 121 Fifth Avenue N Edmonds, WA 98020 Attn: Rob Chave to Company: Westgate Village, LLC 4025 Delridge Way SW, Suite 530 Seattle, Washington 98106 Attn: Henbart LLC, Anthony Jansen Any party may change its mailing address by written notice to the other parties in accordance with this Section. IN WITNESS WHEREOF, the parties acknowledge their agreement to the foregoing by due execution of this Agreement by their respective authorized representatives. CONSULTANT THOMAS RENGSTORF ASSOCIATES INC Its:_ XC CITY CITY OF EDMONDS, WA a Washington municipal corporation By. COMPANY WESTGATE VILLAGE, LLC Its: Its: 4 SCHEDULEI SERVICES Green Factor Score Sheet TRA will inspect and certify to City that Company has constructed all elements in accordance with the City approved Green Factor Score Sheet set forth in Exhibit I SCHEDULE2 Fixed Consulting Fee COMPANY shall pay CONSULTANT the Fixed Consulting Fee based on the Target Green Factor Score of 0.4 Payment shall be made at completion of the Consultants certification to City and Company: Total: Exclusions $1,500 This pricing excludes any 3`d party and reimbursable expenses.